Common use of Company’s Response Clause in Contracts

Company’s Response. Upon receipt by the Company of a copy of the fully executed Conversion Notice or upon giving a Mandatory Conversion Notice, the Company or its designated transfer agent (the “Transfer Agent”), as applicable, shall within five (5) business days following the date of receipt by the Company of a copy of the fully executed Conversion Notice or the Mandatory Conversion Date, as the case may be, issue and deliver to the Depository Trust Company (“DTC”) account on each applicable holder's behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) as specified in the Conversion Notice or, in the case of a Mandatory Conversion, as otherwise provided to the Company or the Transfer Agent by (or on behalf of) a holder, registered in the name of each such holder or its designee, forthe number of Conversion Shares to which such holder shall be entitled. Notwithstanding the foregoing to the contrary, the Company or its Transfer Agent shall only be required to issue and deliver the Conversion Shares to DTC on a holder's behalf via DWAC if (i) the Conversion Shares may be issued without restrictive legends and (ii) the Company and the Transfer Agent are participating in DTC through the DWAC system. If anyof the conditions set forth in clauses (i) and (ii) above are not satisfied, the Company shall deliver physical certificates to each such holder or its designee. In the case of a Voluntary Conversion, if the number of shares of Series C-1 Preferred represented by the Preferred Stock Certificate(s) submitted for conversion is greater than the number of shares of Series C-1 Preferred being converted, then the Company shall, as soon as practicable and in no event later than five (5) business days after receipt of the Preferred Stock Certificate(s) and at the Company's expense, issue and deliver to the applicable holder a new Preferred Stock Certificate representing the number of shares of Series C-1 Preferred not converted. For purposes of this Section 5(c)(iii), the term “Conversion Shares” shall include any shares of Common Stock which the Company elects toissue, pursuant to Section 2(b), as payment of accrued and unpaid dividends on shares of Series C-1 Preferred being converted.

Company’s Response. Upon On or before the second (2nd) Trading Day following the date of receipt by the Company of a copy of the fully executed Conversion Notice or upon giving a Mandatory Conversion Notice, the Company shall transmit by facsimile or its designated transfer agent (electronic mail an acknowledgment of confirmation, in the “form attached hereto as Exhibit II, of receipt of such Conversion Notice to such Holder and the Transfer Agent”), as applicable, which confirmation shall within five constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (52nd) business days Trading Day following the date of receipt by the Company of a copy such Conversion Notice, the Company shall (1) provided that (x) the Transfer Agent is participating in DTC Fast Automated Securities Transfer Program and (y) such Conversion Shares and Dividend Shares (as applicable) to be so issued are eligible for resale pursuant to Rule 144 (as defined in the Securities Purchase Agreement) credit such aggregate number of Conversion Shares and Dividend Shares (as applicable) to which such Holder shall be entitled to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (2) if either of the fully executed Conversion Notice immediately preceding clauses (x) or the Mandatory Conversion Date, as the case may be(y) are not satisfied, issue and deliver (via reputable overnight courier) to the Depository Trust Company (“DTC”) account on each applicable holder's behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) address as specified in the such Conversion Notice orNotice, in the case of a Mandatory Conversion, as otherwise provided to the Company or the Transfer Agent by (or on behalf of) a holdercertificate, registered in the name of each such holder Holder or its designee, forthe for the number of Conversion Shares and Dividend Shares (as applicable) to which such holder Holder shall be entitled. Notwithstanding the foregoing to the contrary, the Company or its Transfer Agent shall only be required to issue and deliver the Conversion Shares to DTC on a holder's behalf via DWAC if (i) the Conversion Shares may be issued without restrictive legends and (ii) the Company and the Transfer Agent are participating in DTC through the DWAC system. If anyof the conditions set forth in clauses (i) and (ii) above are not satisfied, the Company shall deliver physical certificates to each such holder or its designee. In the case of a Voluntary Conversion, if the number of shares of Series C-1 Preferred Shares represented by the Preferred Stock Share Certificate(s) submitted for conversion pursuant to Section 4(c)(vi) is greater than the number of shares of Series C-1 Preferred Shares being converted, then the Company shallshall if requested by such Holder, as soon as practicable and in no event later than five three (53) business days Trading Days after receipt of the Preferred Stock Share Certificate(s) and at the Company's its own expense, issue and deliver to the applicable holder such Holder (or its designee) a new Preferred Stock Share Certificate representing the number of shares of Series C-1 Preferred Shares not converted. For purposes of this Section 5(c)(iii), the term “Conversion Shares” shall include any shares of Common Stock which the Company elects toissue, pursuant to Section 2(b), as payment of accrued and unpaid dividends on shares of Series C-1 Preferred being converted.

Company’s Response. Upon receipt by the Company of a facsimile copy of a Conversion Notice, the fully executed Company shall within two (2) days send, via facsimile, a confirmation of receipt of such Conversion Notice or upon giving a Mandatory to such holder. Upon receipt by the Company of an originally executed Conversion Notice, the Company or its designated transfer agent (the “Transfer Agent”), as applicable, shall shall, within five three (53) business days Business Days following the date of receipt by the Company of a copy of the fully originally executed Conversion Notice or the Mandatory Conversion Date, (so long as the case may beapplicable Preferred Stock Certificates and original Conversion Notice are received by the Company on or before such third (3rd) Business Day), (i) issue and deliver to the Depository Trust Company (“DTC”) account on each applicable the holder's ’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) as specified in the Conversion Notice or, in the case of a Mandatory Conversion, as otherwise provided to the Company or the Transfer Agent by (or on behalf of) a holderNotice, registered in the name of each such the holder or its designee, forthe for the number of Conversion Shares shares of Common Stock to which such the holder shall be entitledentitled and (ii) wire the Dividend Arrearage, if any, plus an amount equal to any accrued dividends from the last Dividend Payment Date to, but excluding, the Voluntary Conversion Date, whether or not declared in accordance with the wire instructions provided pursuant to clause (C) of Section 5(B)(i) above. Notwithstanding the foregoing to the contrary, the Company or its Transfer Agent designated transfer agent shall only be required to issue and deliver the Conversion Shares shares to the DTC on a holder's ’s behalf via DWAC if (i) the Conversion Shares may be issued without restrictive legends such conversion is in connection with a sale and (ii) all requirements to effect such DWAC have been met, including, but not limited to, such shares being registered for resale pursuant to an effective registration statement and satisfaction of applicable prospectus delivery requirements, if any. If the Company and or its designated transfer agent cannot issue the Transfer Agent are participating in DTC through shares to a holder via DWAC because the DWAC system. If anyof the aforementioned conditions set forth in clauses (i) and (ii) above are not satisfied, the Company shall deliver physical certificates to each such the holder or its designee. In the case of a Voluntary Conversion, if If the number of shares of Series C-1 B Preferred Stock represented by the Preferred Stock Certificate(s) submitted for conversion is greater than the number of shares of Series C-1 B Preferred Stock being converted, then the Company shall, as soon as practicable and in no event later than five (5) business days after receipt of the Preferred Stock Certificate(s) and at the Company's expensepracticable, issue and deliver to the applicable holder a new Preferred Stock Certificate representing the number of shares of Series C-1 B Preferred Stock not converted. For purposes of this Section 5(c)(iii), the term “Conversion Shares” shall include any shares of Common Stock which the Company elects toissue, pursuant to Section 2(b), as payment of accrued and unpaid dividends on shares of Series C-1 Preferred being converted.

Company’s Response. Upon receipt by the Company of a copy of the fully executed Conversion Notice or upon giving a Mandatory duly completed Conversion Notice, the Company shall (I) as soon as practicable, but in any event within one (1) Trading Day, send, via facsimile, a notice of any dispute pursuant to Section 2(c)(iii) below or its designated transfer agent (a confirmation of receipt of such Conversion Notice to such Holder and the “Transfer Agent”), as applicable, which confirmation shall within five constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein and (5II) business days on or before the third (3rd) Trading Day following the date of receipt by the Company of a copy of the fully executed such Conversion Notice or (the Mandatory Conversion “Share Delivery Date”), as (1) provided the case may be, issue and deliver to the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and the Conversion Shares are subject to an effective resale registration statement in favor of the Holder or, if converted at a time when Rule 144 would be available for immediate resale of the Conversion Shares by such Holder, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account on each applicable holder's behalf via with DTC through its Deposit/Withdrawal At Custodian system, or (2) if the Deposit Withdrawal Transfer Agent Commission System (“DWAC”) is not participating in the DTC Fast Automated Securities Transfer Program or the Conversion Shares are not subject to an effective resale registration statement in favor of such Holder and Rule 144 is not available for immediate resale of the Conversion Shares by such Holder, issue and deliver to the address as specified in the Conversion Notice orNotice, in the case of a Mandatory Conversion, as otherwise provided to the Company or the Transfer Agent by (or on behalf of) a holdercertificate, registered in the name of each such holder the Holder or its designee, forthe number of Conversion Shares to which such holder shall be entitled. Notwithstanding the foregoing to the contrary, the Company or its Transfer Agent shall only be required to issue and deliver the Conversion Shares to DTC on a holder's behalf via DWAC if (i) the Conversion Shares may be issued without restrictive legends and (ii) the Company and the Transfer Agent are participating in DTC through the DWAC system. If anyof the conditions set forth in clauses (i) and (ii) above are not satisfied, the Company shall deliver physical certificates to each such holder or its designee. In the case of a Voluntary Conversion, if for the number of shares of Series C-1 Common Stock to which the Holder shall be entitled. If the number of Preferred Shares represented by the Preferred Stock Certificate(s) submitted for conversion conversion, as may be required pursuant to Section 2(c)(vii), is greater than the number of shares of Series C-1 Preferred Shares being converted, then the Company shall, as soon as practicable and in no event later than five three (53) business days Business Days after receipt of the Preferred Stock Certificate(s) (the “Preferred Stock Delivery Date”) and at the Company's its own expense, issue and deliver to the applicable holder Holder a new Preferred Stock Certificate representing the number of shares of Series C-1 Preferred Shares not converted. For purposes of this Section 5(c)(iii), The Person or Persons entitled to receive the term “Conversion Shares” shall include any shares of Common Stock which issuable upon a conversion of Preferred Shares shall be treated for all purposes as the Company elects toissue, pursuant to Section 2(b), as payment record holder or holders of accrued and unpaid dividends on such shares of Series C-1 Preferred being convertedCommon Stock on the Conversion Date.

Company’s Response. Upon receipt or deemed receipt by the Company of a an unsigned copy of the fully executed Conversion Notice or upon giving a Mandatory Conversion Notice, the Company (A) shall (1) promptly forward the Conversion Notice to Xxxxxxxxx XX or its such other counsel as shall have been designated by the Company for these purposes upon at least 30 days’ written notice to the Lenders, (2) cause Xxxxxxxxx XX or such other counsel to confirm the receipt of the Conversion Notice and further cause Xxxxxxxxx XX or such other counsel to (and Xxxxxxxxx XX or such other counsel is hereby authorized by the Holder to) attach a manually signed signature page of the Holder thereto and deliver the completed manually signed Conversion Notice to the Conversion Agent (provided that the Holder shall have provided manually signed signature pages to Xxxxxxxxx XX or such other counsel prior thereto) and (3) cause the Conversion Agent to thereafter confirm the receipt of the Conversion Notice and the declaration of set-off contained therein, (B) shall promptly send, via email, a confirmation of receipt of such Conversion Notice to the Holder and the Company’s designated transfer agent (the “Transfer Agent”), as if applicable, which confirmation shall within five constitute an instruction to any such Transfer Agent to further process, with the assistance of the Conversion Agent, where necessary, such Conversion Notice in accordance with the terms herein and (5C) business days (1) in the case of a conversion at a time when the Conversion Shares are required to bear a restrictive legend pursuant to Section 2(d), on or before the fifth (5th) Business Day following the date of receipt by Conversion Date (the Company of a copy of the fully executed “Restricted Voluntary Conversion Notice or the Mandatory Conversion Date, as the case may beDelivery Deadline”), issue and deliver to the address as specified in the Conversion Notice, a stock certificate, registered in the name of the Holder or its designee, for the number of Conversion Shares to which the Holder shall be entitled, and (2) in the case of a conversion at a time when the Conversion Shares are not required to bear a restrictive legend pursuant to Section 2(d), on or before the second (2nd) Business Day (or, if earlier, the last day of the Standard Settlement Period) following the Conversion Date (the “Unrestricted Voluntary Conversion Delivery Deadline”), cause the Transfer Agent to credit the aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”) account on each applicable holder's behalf via the Deposit through DTC’s Deposit/Withdrawal Agent Commission System at Custodian (“DWAC”) as specified in the Conversion Notice or, in the case of a Mandatory Conversion, as otherwise provided to the Company or the Transfer Agent by (or on behalf of) a holder, registered in the name of each such holder or its designee, forthe number of Conversion Shares to which such holder shall be entitled. Notwithstanding the foregoing to the contrary, the Company or its Transfer Agent shall only be required to issue and deliver the Conversion Shares to DTC on a holder's behalf via DWAC if (i) the Conversion Shares may be issued without restrictive legends and (ii) the Company and the Transfer Agent are participating in DTC through the DWAC system. If anyof the conditions set forth in clauses (i) and (ii) above are not satisfied, the Company shall deliver physical certificates to each such holder or its designee. In the case of a Voluntary Forced Conversion, if clause (2) of the number immediately preceding sentence shall apply, except that the applicable deadline for purposes of shares the immediately preceding sentence shall be measured from the date of Series C-1 Preferred the Company’s delivery of the Forced Conversion Notice (such delivery deadline for a Forced Conversion, the Restricted Voluntary Conversion Delivery Deadline or the Unrestricted Voluntary Conversion Delivery Deadline, as applicable, being referred to as the “Share Delivery Date”). If, notwithstanding the provisions of Section 2(c)(vi), the Holder elects to physically surrender this Note for conversion and the Principal represented by the Preferred Stock Certificate(s) submitted for conversion this Note is greater than the number of shares of Series C-1 Preferred Principal being converted, then the Company shall, as soon as practicable and in no event later than (1) in the case of a conversion at a time when the Conversion Shares are required to bear a restrictive legend pursuant to Section 2(d), five (5) business days Business Days after receipt of this Note, or (2), in the Preferred Stock Certificate(scase of a conversion at a time when the Conversion Shares are not required to bear a restrictive legend pursuant to Section 2(d), two (2) Trading Days (the “Note Delivery Date”), and at the Company's its own expense, issue and deliver to the applicable holder Holder a new Preferred Stock Certificate Note representing the number of shares of Series C-1 Preferred Principal not convertedconverted and cancel this Note. For purposes Subject, in the case of this Section 5(c)(iii)Note, the term “Conversion Shares” shall include any shares of Common Stock which the Company elects toissue, pursuant to Section 2(b)9.4 of the Facility Agreement, this Note and the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares if any of the Unrestricted Conditions (as payment of accrued and unpaid dividends on shares of Series C-1 Preferred being converted.defined below) are met with respect thereto. 118

Company’s Response. Upon receipt by the Company of a copy of the fully executed Conversion Notice or upon giving a Mandatory Conversion Notice, the Company or its designated transfer agent shall (I) as soon as practicable, but in any event within two (2) Trading Days, send, via facsimile, a confirmation of receipt of such Conversion Notice to such Holder and the “Transfer Agent”), as applicable, which confirmation shall within five constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein and (5II) business days on or before the third (3rd) Trading Day following the date of receipt by the Company of a copy of the fully executed such Conversion Notice (the “Share Delivery Date”), (A) provided the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or (B) if the Mandatory Conversion Date, as Transfer Agent is not participating in the case may beDTC Fast Automated Securities Transfer Program, issue and deliver to the Depository Trust Company (“DTC”) account on each applicable holder's behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) address as specified in the Conversion Notice orNotice, in the case of a Mandatory Conversion, as otherwise provided to the Company or the Transfer Agent by (or on behalf of) a holdercertificate, registered in the name of each such holder the Holder or its designee, forthe number of Conversion Shares to which such holder shall be entitled. Notwithstanding the foregoing to the contrary, the Company or its Transfer Agent shall only be required to issue and deliver the Conversion Shares to DTC on a holder's behalf via DWAC if (i) the Conversion Shares may be issued without restrictive legends and (ii) the Company and the Transfer Agent are participating in DTC through the DWAC system. If anyof the conditions set forth in clauses (i) and (ii) above are not satisfied, the Company shall deliver physical certificates to each such holder or its designee. In the case of a Voluntary Conversion, if for the number of shares of Series C-1 Common Stock to which the Holder shall be entitled. If the number of Preferred Shares represented by the Preferred Stock Certificate(s) submitted for conversion conversion, as may be required pursuant to Section 2(d)(viii), is greater than the number of shares of Series C-1 Preferred Shares being converted, then the Company shall, as soon as practicable and in no event later than five three (53) business days Business Days after receipt of the Preferred Stock Certificate(s) (the “Preferred Stock Delivery Date”) and at the Company's expense, its own expense and issue and deliver to the applicable holder Holder a new Preferred Stock Certificate representing the number of shares of Series C-1 Preferred Shares not converted. For purposes of this Section 5(c)(iii), The Person or Persons entitled to receive the term “Conversion Shares” shall include any shares of Common Stock which issuable upon a conversion of Preferred Shares shall be treated for all purposes as the Company elects toissue, pursuant to Section 2(b), as payment record holder or holders of accrued and unpaid dividends on such shares of Series C-1 Preferred being convertedCommon Stock on the Conversion Date.

Company’s Response. Upon receipt by the Company of a copy of the fully executed Conversion Notice or upon giving a Mandatory Conversion Notice, the Company or its designated transfer agent shall (A) as soon as practicable, but in any event within two (2) Business Days, send, via facsimile, a confirmation of receipt of such Conversion Notice to the “Holder and the Transfer Agent”), as applicable, which confirmation shall within five constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein and (5B) business days on or before the second (2nd) Business Day following the date of receipt by the Company of a copy of the fully executed such Conversion Notice or (the Mandatory Conversion "Share Delivery Date"), as the case may be, (x) issue and deliver to the Depository Trust Company (“DTC”) account on each applicable holder's behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) address as specified in the Conversion Notice orNotice, in the case of a Mandatory Conversion, as otherwise provided to the Company or the Transfer Agent by (or on behalf of) a holdercertificate, registered in the name of each such holder the Holder or its designee, forthe number of Conversion Shares to which such holder shall be entitled. Notwithstanding the foregoing to the contrary, the Company or its Transfer Agent shall only be required to issue and deliver the Conversion Shares to DTC on a holder's behalf via DWAC if (i) the Conversion Shares may be issued without restrictive legends and (ii) the Company and the Transfer Agent are participating in DTC through the DWAC system. If anyof the conditions set forth in clauses (i) and (ii) above are not satisfied, the Company shall deliver physical certificates to each such holder or its designee. In the case of a Voluntary Conversion, if for the number of shares of Series C-1 Preferred represented by Common Stock to which the Preferred Stock Certificate(sHolder shall be entitled, or (y) submitted for conversion provided the Transfer Agent is greater than participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Series C-1 Preferred being convertedCommon Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system. If the specified principal amount submitted for conversion, as may be required pursuant to Section 5(e), is less than the then Outstanding Principal Amount of this Debenture, then the Company shall, as soon as practicable and in no event later than five (5) business days three Business Days after receipt of the Preferred Stock Certificate(sDebenture (the "Debenture Delivery Date") and at the Company's its own expense, issue and deliver to the applicable holder Holder a new Preferred Stock Certificate Debenture representing the number of shares of Series C-1 Preferred Outstanding Principal Amount not converted. For purposes The effective date of this Section 5(c)(iii)conversion (the "Conversion Date") shall be deemed to be the date on which the Company receives by facsimile the Conversion Notice, and the term “Conversion Shares” shall include any Person or Persons entitled to receive the shares of Common Stock which issuable upon such conversion shall be treated for all purposes as the Company elects toissue, pursuant to Section 2(b), as payment record holder or holders of accrued and unpaid dividends on such shares of Series C-1 Preferred being convertedCommon Stock on such date.

Company’s Response. Upon receipt by the Company of a copy of the fully executed Conversion Notice or upon giving a Mandatory Conversion Notice, the Company or its designated transfer agent shall (A) immediately send, via electronic mail, a confirmation of receipt of such Conversion Notice to such holder and (B) no later than the “Transfer Agent”), as applicable, shall within five (5) business days second Business Day following the date of receipt by (or, if the Company conversion is conditioned upon the consummation of a copy Conversion Triggering Transaction, immediately prior to the consummation of such Conversion Triggering Transaction) (the “Share Delivery Date”), as directed by such holder in the Conversion Notice, (I) provided that the holder of the fully executed Conversion Notice Preferred Shares (or the Mandatory Conversion Date, as the case may be, issue and deliver its designee) is eligible to the receive shares through The Depository Trust Company (“DTC”), credit such aggregate number of shares of Common Stock to which the holder shall be entitled to the holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian (DWAC) account on each applicable holder's behalf via system, (II) issue and deliver to the Deposit Withdrawal Agent Commission System (“DWAC”) as address specified in the Conversion Notice orNotice, in the case of a Mandatory Conversion, as otherwise provided to the Company or the Transfer Agent by (or on behalf of) a holdercertificate, registered in the name of each such the holder or its designee, forthe number of Conversion Shares to which such holder shall be entitled. Notwithstanding the foregoing to the contrary, the Company or its Transfer Agent shall only be required to issue and deliver the Conversion Shares to DTC on a holder's behalf via DWAC if (i) the Conversion Shares may be issued without restrictive legends and (ii) the Company and the Transfer Agent are participating in DTC through the DWAC system. If anyof the conditions set forth in clauses (i) and (ii) above are not satisfied, the Company shall deliver physical certificates to each such holder or its designee. In the case of a Voluntary Conversion, if representing the number of shares of Series C-1 Common Stock to which the holder shall be entitled or (III) issue such aggregate number of shares of Common Stock to the holder or its designee through the Direct Registration System (DRS) of DTC and deliver a statement with respect thereto to the address specified in the Conversion Notice, and in any case, such shares of Common Stock shall not bear, or otherwise be subject to, the 1933 Act Legend (as defined in the Securities Purchase Agreement) as and to the extent provided in Section 2(f) hereof. If the number of Preferred Shares represented by the Preferred Stock Certificate(s) submitted for conversion is greater than the number of shares of Series C-1 Preferred Shares being converted, then the Company shall, at its own expense, as soon as practicable and in no event later than five four (54) business days Business Days after receipt of the Company shall have received the applicable Preferred Stock Certificate(s) and at (the Company's expense“Certificate Delivery Date”), issue and deliver to the applicable holder a new Preferred Stock Certificate representing the number of shares of Series C-1 Preferred Shares not converted. For purposes of this Section 5(c)(iii), the term “Conversion Shares” shall include any shares of Common Stock which the Company elects toissue, pursuant to Section 2(b), as payment of accrued and unpaid dividends on shares of Series C-1 Preferred being converted.